SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Saar John W

(Last)

(First)

(Middle)

645 E. MISSOURI AVENUE

SUITE 400

(Street)

PHOENIX

85012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CSK AUTO CORP [ CAO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP - Commercial Operations

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/11/2008		F⁽¹⁾		2,637	D	$10.78	10,200	D
Common Stock	07/11/2008		U		10,200	D	$0.00⁽²⁾	0	D
Common Stock	07/11/2008		U		1,419	D	$0.00⁽²⁾	0	I⁽³⁾	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$10.795	07/11/2008		U			40,889	⁽⁴⁾	10/20/2014	Common Stock	40,889	$0.00⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.615	07/11/2008		U			21,998	⁽⁶⁾	11/30/2013	Common Stock	21,998	$0.00⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.35	07/11/2008		U			13,154	⁽⁷⁾	06/28/2012	Common Stock	13,154	$0.00⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$13.32	07/11/2008		U			20,000	⁽⁷⁾	10/18/2011	Common Stock	20,000	$0.00⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$9.87	07/11/2008		U			1,650	⁽⁷⁾	04/05/2009	Common Stock	1,650	$0.00⁽⁵⁾	0	D
Incentive Bonus Unit	$20	07/11/2008		U			62,500	⁽⁸⁾	⁽⁸⁾	Incentive Bonus Unit	62,500	$0.00	0	D

Explanation of Responses:

1. On July 11, 2008, pursuant to an Agreement and Plan of Merger dated April 1, 2008 (the "Merger Agreement"), OC Acquisition Company, an indirect wholly-owned subsidiary of O'Reilly Automotive, Inc. ("O'Reilly"), acquired a majority of CSK Auto Corporation's ("CSK" or the "Company") issued and outstanding shares of common stock, resulting in a change in control of the Company. Pursuant to the Company's 2004 Stock and Incentive Plan agreements, the reporting person's outstanding restricted common stock automatically vests upon a change in control of the Company. These securities noted represent shares of restricted common stock that were withheld by the Company solely for the purpose of satisfying tax obligations arising upon the automatic vesting of reporting person's outstanding restricted common stock.

2. Shares of CSK common stock exchanged for O'Reilly common stock pursuant to the Merger Agreement (0.4285 shares of O'Reilly common stock and $1.00 in cash for each share of CSK common stock), resulting in a market value of $10.7569 per share of the Company's common stock on the effective date of the merger.

3. Held in a trust for the benefit of Reporting Person and spouse.

4. Upon the change in control of the Company, all unvested stock options held by the reporting person automatically vested, including the stock options from this grant.

5. Pursuant to the Merger Agreement, each outstanding option to purchase CSK common stock was converted to an option to purchase O'Reilly common stock on substantially the same terms, except that the number of options was adjusted as prescribed by the formula set forth in the Merger Agreement, by multiplying the number of CSK options by 0.4724 and the exercise price was adjusted by dividing the CSK exercise price by 0.4724.

6. Upon the change in control of the Company, all unvested stock options held by the reporting person automatically vested, including a portion of the stock options from this grant.

7. This option grant is fully vested.

8. Upon the change in control of the Company, payment in respect to these incentive bonus units in the future is to be based upon the excess of the per share transaction value of the merger consideration ($10.7569) over $20, no matter when the payment date occurs. Because the per share merger consideration does not exceed $20 per share, there will be no payments made with respect to these incentive bonus units under the Long Term Incentive Plan.

Remarks:

Executed pursuant to the Limited Power of Attorney for Section 16 Reporting Obligations dated October 13, 2006.

	John W. Saar By: /s/ James R. Todd Attorney in Fact	07/14/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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